10:06 BRIGHT INT'L GP<01163> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. BRIGHT INTERNATIONAL GROUP LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 1163) DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF R.A.M. LIGHTING LTD. The Board is pleased to announce that on 28 January 2005, the Parties entered into the Agreement in relation to the Acquisition at an aggregate consideration of US$3,700,000 (equivalent to approximately HK$28,786,000), subject to adjustments. The Acquisition is conditional upon, among other things, the Group being satisfied with the results of the due diligence review conducted by the Group or its agent on the assets, liabilities, operations and affairs of RAM. The Sale Shares represent the entire issued share capital of RAM. RAM is engaged in the manufacture, sale and distribution of decorative residential lighting products and accessories and all operations related thereto. On Completion, RAM has become an indirect wholly-owned subsidiary of the Company. The Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. A circular containing, among other things, further details of the Acquisition will be dispatched to the Shareholders as soon as practicable. INTRODUCTION The Board is pleased to announce that the Parties entered into the Agreement on 28 January 2005 in relation to the Acquisition for an aggregate consideration of US$3,700,000 (equivalent to approximately HK$28,786,000). PRINCIPAL TERMS OF THE AGREEMENT (1) Date: 28 January 2005 (2) Parties: Vendors: (a) 1616352 Ontario Ltd.; (b) Mrs Laurie Kuntz; and (c) Mrs Luisa St. John Each of the Vendors and, where applicable, each of their ultimate beneficial owner(s) and their respective associates (as defined in the Listing Rules) are Independent Third Parties. Purchaser: R.A.M. Lighting Holdings Ltd., an indirect wholly-owned subsidiary of the Company. Third Parties: Mr Montgomery Kuntz and Mr Andre St. John, being the beneficial owners of two-third and one-third respectively of the issued share capital of 1616352 Ontario Ltd., one of the Vendors. Both of them are Independent Third Parties. RAM: R.A.M. Lighting Ltd. which is the subject company of the Acquisition being acquired by the Purchaser. (3) Interests to be acquired: Pursuant to the terms of the Agreement, the Vendors have agreed to sell and the Purchaser has agreed to purchase the Sale Shares. The Sale Shares represent the entire issued share capital of RAM, which comprise a total of 3 Class C Common Shares and 3,000,000 Class A Preference Shares. The Class C Common Shares and the Class A Preference Shares should have different class rights. However, since the Purchaser acquires all the issued shares of RAM, it may not be relevant to state the difference between these two classes of shares. On Completion, RAM has become an indirect wholly-owned subsidiary of the Company. (4) Completion: Completion has taken place at 2:00 p.m. on 31 January 2005 (Toronto